Attached files
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EX-12 - EMERSON ELECTRIC CO | v172873_ex12.htm |
EX-32 - EMERSON ELECTRIC CO | v172873_ex32.htm |
EX-31 - EMERSON ELECTRIC CO | v172873_ex31.htm |
EX-10.2 - EMERSON ELECTRIC CO | v172873_ex10-2.htm |
EX-10.1 - EMERSON ELECTRIC CO | v172873_ex10-1.htm |
EXCEL - IDEA: XBRL DOCUMENT - EMERSON ELECTRIC CO | Financial_Report.xls |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the quarterly period ended December 31, 2009
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
transition period from ____________________ to __________________
Commission
file number 1-278
EMERSON
ELECTRIC CO.
(Exact
name of registrant as specified in its charter)
Missouri
(State
or other jurisdiction of
incorporation
or organization)
|
43-0259330
(I.R.S.
Employer
Identification
No.)
|
|
8000
W. Florissant Ave.
P.O.
Box 4100
St.
Louis, Missouri
(Address
of principal executive offices)
|
63136
(Zip
Code)
|
Registrant's
telephone number, including area code: (314) 553-2000
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x
No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every
Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files). Yes x
No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerated filer x
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
(Do not check if a smaller reporting company)
|
Smaller
reporting company ¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No
x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date. Common stock of $0.50 par value per
share outstanding at December 31, 2009: 752,445,327 shares.
FORM
10-Q
Item
1. Financial Statements
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF EARNINGS
THREE
MONTHS ENDED DECEMBER 31, 2008 AND 2009
(Dollars
in millions, except per share; unaudited)
Three Months Ended
|
||||||||
December 31,
|
||||||||
2008
|
2009
|
|||||||
Net
Sales
|
$
|
5,415
|
5,011
|
|||||
Costs
and expenses:
|
||||||||
Cost
of sales
|
3,419
|
3,108
|
||||||
Selling,
general and administrative expenses
|
1,193
|
1,161
|
||||||
Other
deductions, net
|
79
|
93
|
||||||
Interest
expense (net of interest income of $11 and $3,
respectively)
|
43
|
65
|
||||||
Earnings
from continuing operations before income taxes
|
681
|
584
|
||||||
Income
taxes
|
210
|
150
|
||||||
Earnings
from continuing operations
|
471
|
434
|
||||||
Discontinued
operations, net of tax
|
-
|
3
|
||||||
Net
earnings
|
471
|
437
|
||||||
Less:
Noncontrolling interests in earnings of subsidiaries
|
13
|
12
|
||||||
Net
earnings attributable to common stockholders
|
$
|
458
|
425
|
|||||
Basic
earnings per share attributable to common stockholders:
|
||||||||
Earnings
from continuing operations
|
$
|
0.60
|
0.56
|
|||||
Discontinued
operations
|
-
|
-
|
||||||
Basic
earnings per common share
|
$
|
0.60
|
0.56
|
|||||
Diluted
earnings per share attributable to common stockholders:
|
||||||||
Earnings
from continuing operations
|
$
|
0.60
|
0.56
|
|||||
Discontinued
operations
|
-
|
-
|
||||||
Diluted
earnings per common share
|
$
|
0.60
|
0.56
|
|||||
Earnings
attributable to common stockholders:
|
||||||||
Earnings
from continuing operations
|
$
|
458
|
422
|
|||||
Discontinued
operations, net of tax
|
-
|
3
|
||||||
Net
earnings attributable to common stockholders
|
$
|
458
|
425
|
|||||
Cash
dividends per common share
|
$
|
0.330
|
0.335
|
See
accompanying Notes to Consolidated Financial Statements.
2
FORM
10-Q
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(Dollars
in millions, except share amounts; unaudited)
September 30,
|
December 31,
|
|||||||
2009
|
2009
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and equivalents
|
$
|
1,560
|
1,840
|
|||||
Receivables,
less allowances of $93 and $105, respectively
|
3,623
|
3,650
|
||||||
Inventories
|
1,855
|
1,956
|
||||||
Other
current assets
|
615
|
617
|
||||||
Total
current assets
|
7,653
|
8,063
|
||||||
Property,
plant and equipment, net
|
3,500
|
3,475
|
||||||
Other
assets
|
||||||||
Goodwill
|
7,078
|
7,647
|
||||||
Other
|
1,532
|
2,304
|
||||||
Total
other assets
|
8,610
|
9,951
|
||||||
|
$
|
19,763
|
21,489
|
|||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
Current
liabilities
|
||||||||
Short-term
borrowings and current maturities of long-term debt
|
$
|
577
|
1,240
|
|||||
Accounts
payable
|
1,949
|
1,991
|
||||||
Accrued
expenses
|
2,378
|
2,474
|
||||||
Income
taxes
|
52
|
100
|
||||||
Total
current liabilities
|
4,956
|
5,805
|
||||||
Long-term
debt
|
3,998
|
4,558
|
||||||
Other
liabilities
|
2,103
|
2,188
|
||||||
Stockholders’
equity
|
||||||||
Preferred
stock, $2.50 par value per share;
|
||||||||
authorized,
5,400,000 shares; issued, none
|
-
|
-
|
||||||
Common
stock, $0.50 par value per share;
|
||||||||
authorized,
1,200,000,000 shares; issued, 953,354,012 shares;
outstanding,
|
||||||||
751,872,857
shares and 752,445,327 shares, respectively
|
477
|
477
|
||||||
Additional
paid-in capital
|
157
|
173
|
||||||
Retained
earnings
|
14,714
|
14,888
|
||||||
Accumulated
other comprehensive income
|
(496
|
)
|
(466
|
)
|
||||
Cost
of common stock in treasury, 201,481,155 shares and
|
||||||||
200,908,685
shares, respectively
|
(6,297
|
)
|
(6,281
|
)
|
||||
Common
stockholders’ equity
|
8,555
|
8,791
|
||||||
Noncontrolling
interests in subsidiaries
|
151
|
147
|
||||||
Total
equity
|
8,706
|
8,938
|
||||||
$
|
19,763
|
21,489
|
See accompanying Notes to Consolidated
Financial Statements.
3
FORM
10-Q
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
THREE
MONTHS ENDED DECEMBER 31, 2008 AND 2009
(Dollars
in millions; unaudited)
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
2008
|
2009
|
|||||||
Operating
activities
|
||||||||
Net
earnings
|
$
|
471
|
437
|
|||||
Adjustments
to reconcile net earnings to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Depreciation
and amortization
|
176
|
196
|
||||||
Changes
in operating working capital
|
(316
|
)
|
15
|
|||||
Other
|
(12
|
)
|
39
|
|||||
Net
cash provided by operating activities
|
319
|
687
|
||||||
Investing
activities
|
||||||||
Capital
expenditures
|
(132
|
)
|
(89
|
)
|
||||
Purchases
of businesses, net of cash and equivalents acquired
|
(271
|
)
|
(1,301
|
)
|
||||
Other
|
(12
|
)
|
38
|
|||||
Net
cash used in investing activities
|
(415
|
)
|
(1,352
|
)
|
||||
Financing
activities
|
||||||||
Net
increase in short-term borrowings
|
968
|
662
|
||||||
Proceeds
from long-term debt
|
2
|
596
|
||||||
Principal
payments on long-term debt
|
(186
|
)
|
(36
|
)
|
||||
Dividends
paid
|
(252
|
)
|
(251
|
)
|
||||
Purchases
of treasury stock
|
(433
|
)
|
-
|
|||||
Other
|
(35
|
)
|
(15
|
)
|
||||
Net
cash provided by financing activities
|
64
|
956
|
||||||
Effect
of exchange rate changes on cash and equivalents
|
(77
|
)
|
(11
|
)
|
||||
Increase
(decrease) in cash and equivalents
|
(109
|
)
|
280
|
|||||
Beginning
cash and equivalents
|
1,777
|
1,560
|
||||||
Ending
cash and equivalents
|
$
|
1,668
|
1,840
|
|||||
Changes
in operating working capital
|
||||||||
Receivables
|
$
|
439
|
57
|
|||||
Inventories
|
(164
|
)
|
(22
|
)
|
||||
Other
current assets
|
(85
|
)
|
(21
|
)
|
||||
Accounts
payable
|
(424
|
)
|
(28
|
)
|
||||
Accrued
expenses
|
(142
|
)
|
(87
|
)
|
||||
Income
taxes
|
60
|
116
|
||||||
$
|
(316
|
)
|
15
|
See
accompanying Notes to Consolidated Financial Statements.
4
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Notes
to Consolidated Financial Statements
|
1.
|
In
the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments necessary for a fair
presentation of operating results for the interim periods
presented. Adjustments consist of normal and recurring
accruals. The consolidated financial statements are presented
in accordance with the requirements of Form 10-Q and consequently do not
include all disclosures required for annual financial statements presented
in conformity with U.S. generally accepted accounting principles
(GAAP). For further information, refer to the consolidated
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended September 30,
2009. Certain prior year amounts have been recast to conform to
the current year presentation. The Company has evaluated
subsequent events through February 3,
2010.
|
Effective
October 1, 2009, the Company adopted ASC 805, Business Combinations, which
requires that assets acquired, liabilities assumed and contractual contingencies
be measured at fair value as of the acquisition date and all acquisition costs
be expensed as incurred.
Effective
October 1, 2009, the Company adopted updates to ASC 810,
Consolidation. The updates require an entity to separately disclose
noncontrolling interests in subsidiaries as a separate component of equity in
the balance sheet and as a separate line item in the income
statement. Adoption did not have a material impact on the Company’s
financial statements. As required, this change has been
retrospectively applied to the prior period.
In
December 2008, the FASB issued updates to ASC 715, Compensation - Retirement
Benefits. These updates are effective for fiscal 2010 annual
reporting and expand disclosure about an entity’s investment policies and
strategies for assets held by defined benefit pension or postretirement plans,
including information regarding major categories of plan assets, inputs and
valuation techniques used to measure the fair value of assets, and significant
concentrations of risk within the plans. Adoption is not expected to
have a material impact on the Company’s financial statements.
|
2.
|
In
the first quarter 2010, the Company adopted updates to ASC 260, Earnings
per Share, regarding the two-class method of computing earnings per share
(EPS). This method requires earnings to be allocated to
participating securities (for Emerson, certain employee stock awards) in
the EPS computation based on each security’s respective dividend
rate. This change had an inconsequential impact on EPS for all
periods presented.
|
Reconciliations
of weighted average common shares for basic and diluted earnings per common
share follow (shares in millions). Earnings allocated to
participating securities were inconsequential.
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
2008
|
2009
|
|||||||
Basic
shares outstanding
|
763.2
|
750.3
|
||||||
Dilutive
shares
|
4.7
|
5.2
|
||||||
Diluted
shares outstanding
|
767.9
|
755.5
|
5
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
3.
|
The
change in equity balances is shown below (dollars in
millions):
|
Fiscal 2010
|
Common
Stockholders’
Equity
|
Noncontrolling
Interests in
Subsidiaries
|
Total Equity
|
|||||||||
September
30, 2009
|
$ | 8,555 | 151 | 8,706 | ||||||||
Net
earnings
|
425 | 12 | 437 | |||||||||
Other
comprehensive income
|
30 | 1 | 31 | |||||||||
Cash
dividends
|
(251 | ) | (17 | ) | (268 | ) | ||||||
Net
treasury stock purchases and other
|
32 | - | 32 | |||||||||
December
31, 2009
|
$ | 8,791 | 147 | 8,938 |
Comprehensive
income (loss), net of applicable income taxes, is summarized as follows (dollars
in millions):
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
|
2008
|
2009
|
||||||
Net
earnings
|
$
|
471
|
437
|
|||||
Foreign
currency translation
|
(404
|
)
|
7
|
|||||
Cash
flow hedges and other
|
(97
|
)
|
24
|
|||||
(30
|
)
|
468
|
||||||
Less:
Noncontrolling interests
|
9
|
13
|
||||||
Amount
attributable to common stockholders
|
$
|
(39
|
)
|
455
|
The
change in foreign currency translation during the first quarter of 2010 is
primarily due to the weakening of the U.S. dollar. For the three
months ended December 31, 2009 and 2008, comprehensive income attributable to
noncontrolling interests in subsidiaries consisted of earnings and foreign
currency translation.
|
4.
|
Net
periodic pension and net postretirement plan expenses are summarized
as follows (dollars in millions):
|
Three Months Ended December 31,
|
||||||||||||||||
Pensions
|
Postretirement Plans
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
Service
Cost
|
$ | 18 | 19 | 1 | 1 | |||||||||||
Interest
Cost
|
56 | 55 | 7 | 6 | ||||||||||||
Expected
return on plan assets
|
(72 | ) | (76 | ) | ||||||||||||
Net
amortization
|
21 | 35 | 2 | - | ||||||||||||
$ | 23 | 33 | 10 | 7 |
6
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
5.
|
Other
deductions, net are summarized as follows (dollars in
millions):
|
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
2008
|
2009
|
|||||||
Other deductions, net
|
||||||||
Rationalization
of operations
|
$
|
43
|
38
|
|||||
Amortization
of intangibles
|
23
|
35
|
||||||
Other
|
17
|
24
|
||||||
Gains
|
(4
|
)
|
(4
|
)
|
||||
$
|
79
|
93
|
Other
deductions, net increased for the three months ended December 31, 2009,
primarily due to higher amortization expense on acquired intangible
assets. Other increased during the first quarter of fiscal 2010 due
to the expensing of acquisition-related costs under ASC 805 which in previous
years would have been capitalized.
|
6.
|
Rationalization
of operations expense reflects costs associated with the Company’s efforts
to continuously improve operational efficiency and expand globally, in
order to remain competitive on a worldwide basis. The change in
the liability for rationalization costs during the three months ended
December 31, 2009 follows (dollars in
millions):
|
September 30,
|
December 31,
|
|||||||||||||||
|
2009
|
Expense
|
Paid/Utilized
|
2009
|
||||||||||||
Severance
and benefits
|
$
|
112
|
31
|
31
|
112
|
|||||||||||
Lease/contract
terminations
|
7
|
-
|
2
|
5
|
||||||||||||
Fixed
asset write-downs
|
-
|
1
|
1
|
-
|
||||||||||||
Vacant
facility and other shutdown costs
|
2
|
2
|
2
|
2
|
||||||||||||
Start-up
and moving costs
|
1
|
4
|
4
|
1
|
||||||||||||
$
|
122
|
38
|
40
|
120
|
Rationalization of operations by
segment is summarized as follows (dollars in millions):
Three Months Ended
|
||||||||
|
December 31,
|
|||||||
|
2008
|
2009
|
||||||
Process
Management
|
$
|
2
|
7
|
|||||
Industrial
Automation
|
3
|
18
|
||||||
Network
Power
|
20
|
7
|
||||||
Climate
Technologies
|
14
|
3
|
||||||
Appliance
and Tools
|
4
|
3
|
||||||
$
|
43
|
38
|
The
Company expects to incur full year rationalization costs of approximately $150
million to $175 million, which includes the $38 million shown above, as well as
costs to complete actions initiated before the end of the first quarter and
actions anticipated to be approved and initiated during the remainder of the
year. Costs incurred during the first quarter of 2010 included all
the Company’s business segments incurring shutdown costs due to workforce
reductions and/or the consolidation of facilities. Start-up and
moving costs, fixed asset write-downs and vacant facilities and other costs were
not material for any segment. Actions during the first quarter of
2010 involved the elimination of 800 positions and included Process Management
reducing worldwide forcecount and consolidating some North American production;
Industrial Automation consolidating production and sales facilities within
Europe; Network Power reducing worldwide forcecount, consolidating North
American production and shifting some production and engineering capabilities
from North America and Europe to Asia; Climate Technologies consolidating or
downsizing production facilities in North America and Europe; and
Appliance and Tools outsourcing freight operations.
7
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
7.
|
Other
Financial Information (dollars in
millions):
|
September 30,
|
December 31,
|
|||||||
2009
|
2009
|
|||||||
Inventories
|
||||||||
Finished
products
|
$
|
697
|
725
|
|||||
Raw
materials and work in process
|
1,158
|
1,231
|
||||||
$
|
1,855
|
1,956
|
||||||
Property,
plant and equipment, net
|
||||||||
Property,
plant and equipment, at cost
|
$
|
8,894
|
8,992
|
|||||
Less: Accumulated
depreciation
|
(5,394
|
)
|
(5,517
|
)
|
||||
$
|
3,500
|
3,475
|
||||||
Goodwill
by business
segment
|
||||||||
Process
Management
|
$
|
2,242
|
2,261
|
|||||
Industrial
Automation
|
1,304
|
1,404
|
||||||
Network
Power
|
2,454
|
2,901
|
||||||
Climate
Technologies
|
473
|
476
|
||||||
Appliance
and Tools
|
605
|
605
|
||||||
$
|
7,078
|
7,647
|
Changes
in goodwill since September 30, 2009, are primarily due to acquisitions,
particularly in the Network Power ($462 million) and Industrial Automation ($89
million) segments, as well as foreign currency translation. Valuations of assets
are in-process and purchase price allocations for acquisitions are subject to
change.
Other assets, other
|
||||||||
Intellectual
property and customer relationships
|
$
|
930
|
1,243
|
|||||
Capitalized
software
|
214
|
212
|
||||||
Pension
plans
|
3
|
5
|
||||||
LANDesk
discontinued operations
|
-
|
457
|
||||||
Other
|
385
|
387
|
||||||
$
|
1,532
|
2,304
|
Intellectual
property and customer relationships of companies acquired in fiscal 2010 totaled
approximately $344 million, primarily in the Network Power and Industrial
Automation segments. See Note 10 for further information regarding
the assets held for sale related to LANDesk.
Accrued expenses include the
following:
|
||||||||
Employee
compensation
|
$
|
536
|
554
|
|||||
Customer
advanced payments
|
$
|
315
|
346
|
|||||
Product
warranty liability
|
$
|
199
|
206
|
|||||
Other liabilities
|
||||||||
Pension
plans
|
$
|
613
|
629
|
|||||
Postretirement
plans, excluding current portion
|
460
|
461
|
||||||
Deferred
income taxes
|
406
|
496
|
||||||
Other
|
624
|
602
|
||||||
$
|
2,103
|
2,188
|
8
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
|
8.
|
Summarized
information about the Company’s results of operations by business segment
follows (dollars in millions):
|
Three months ended December
31,
|
||||||||||||||||
Sales
|
Earnings
|
|||||||||||||||
2008
|
2009
|
2008
|
2009
|
|||||||||||||
Process
Management
|
$ | 1,526 | 1,382 | 299 | 216 | |||||||||||
Industrial
Automation
|
1,103 | 876 | 164 | 85 | ||||||||||||
Network
Power
|
1,461 | 1,381 | 152 | 206 | ||||||||||||
Climate
Technologies
|
692 | 784 | 54 | 113 | ||||||||||||
Appliance
and Tools
|
771 | 731 | 79 | 111 | ||||||||||||
5,553 | 5,154 | 748 | 731 | |||||||||||||
Differences
in accounting methods
|
50 | 46 | ||||||||||||||
Corporate
and other
|
(74 | ) | (128 | ) | ||||||||||||
Eliminations/Interest
|
(138 | ) | (143 | ) | (43 | ) | (65 | ) | ||||||||
$ | 5,415 | 5,011 | 681 | 584 |
Intersegment
sales of the Appliance and Tools segment for the three months ended December 31,
2009 and 2008, were $120 million and $112 million, respectively. The
increase in Corporate and other for 2010 primarily reflects higher stock
compensation expense of $38 million related to the overlap of two incentive
stock compensation plans and an increase in the Company’s stock
price.
|
9.
|
Following
is a discussion regarding the Company’s use of financial
instruments.
|
|
Hedging
Activities
|
As of
December 31, 2009, the notional value of foreign currency hedge positions
totaled approximately $1.5 billion and commodity hedges outstanding included a
total of approximately 54 million pounds of copper and aluminum. The
majority of hedging gains and losses deferred as of December 31, 2009 will
generally be recognized over the next 12 months as the underlying forecasted
transactions occur.
Shown
below are amounts recognized in earnings and other comprehensive income for the
quarter ended December 31, 2009 (dollars in millions):
Derivatives Receiving
Deferral Accounting
|
Gain (Loss) Reclassified
into Earnings
|
Location
|
Gain (Loss) Recognized in
Other Comprehensive Income
|
||||||||||
Cash Flow Hedges
|
|
Three Months
Ended 12/31/09
|
Three
Months
Ended 12/31/09 |
||||||||||
Foreign
currency
|
|
$ | (3 | ) |
Sales
|
$ | 1 | ||||||
Foreign
currency
|
(1 | ) |
Cost
of sales
|
16 | |||||||||
Commodity
|
4 |
Cost
of sales
|
22 | ||||||||||
$ | - | $ | 39 |
Derivatives Not Receiving
Deferral Accounting
|
Gain (Loss) Recognized
in Earnings
|
|||||
Foreign currency
|
|
$ | 10 |
Other income (deductions)
|
||
Commodity
|
1 |
Cost
of sales
|
||||
$ | 11 |
Hedging
gains or losses are expected to be largely offset by losses or gains on the
related underlying exposures. Hedge ineffectiveness was immaterial
for the quarter and no amounts were excluded from the assessment of hedge
effectiveness.
9
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Fair Value
Measurements
Valuations
for all of Emerson’s derivatives fall within Level 2 of the GAAP valuation
hierarchy. Fair values of derivative contracts outstanding as of
September 30, 2009 and December 31, 2009 follow:
September 30, 2009
|
December 31, 2009
|
|||||||||||||||
Assets
|
Liabilities
|
Assets
|
Liabilities
|
|||||||||||||
Derivatives
Receiving Deferral Accounting
|
||||||||||||||||
Foreign
currency
|
$ | 15 | (33 | ) | 21 | (19 | ) | |||||||||
Commodity
|
$ | 30 | (4 | ) | 44 | (1 | ) | |||||||||
Derivatives
Not Receiving Deferral Accounting
|
||||||||||||||||
Foreign
currency
|
$ | 6 | (7 | ) | 7 | (1 | ) | |||||||||
Commodity
|
$ | 2 | (2 | ) | 4 | (2 | ) | |||||||||
At
December 31, 2009, commodity contracts and foreign currency contracts were
reported in current assets. The Company held $21 million of
collateral posted by counterparties in the normal course of business as of
December 31, 2009. The maximum collateral the Company could have been
required to post as of December 31, 2009 was $8 million. As of
December 31, 2009, the fair value of long-term debt was $5,381 million, which
exceeded the carrying value by $256 million.
Valuation
measurements for the recoverability analysis of goodwill and certain other
intangible and long-lived assets fall within Level 3 of the valuation
hierarchy. No fair value adjustments were recorded during the period
related to these assets.
10.
|
On
November 6, 2009, the Company acquired SSB Group GmbH (SSB), a designer
and manufacturer of electrical pitch systems and control technology used
in wind turbine generators, for approximately $145 million in
cash. SSB had annual revenues in 2009 of approximately $115
million and is reported in the Industrial Automation business
segment.
|
|
On
December 11, 2009, the Company acquired Avocent Corporation, a leader in
delivering information technology solutions which significantly enhances
the Company’s datacenter solutions capability and strongly positions the
Company for the growing importance of energy management in datacenters
worldwide for $1.2 billion in cash. Avocent, excluding its
LANDesk business, had annual revenues of $390 million in 2009 and is
reported in the Network Power business segment. In connection
with the acquisition, the Company immediately began pursuing the sale of
the LANDesk business unit which is not a strategic fit with Emerson, and
expects to complete the sale in 2010. LANDesk sells management
and security software suites and had annual revenues of $150 million in
2009. LANDesk results for the first quarter are included in
discontinued operations, and assets total approximately $0.5 billion and
liabilities are approximately $0.1
billion.
|
|
Given
the timing of these acquisitions, the purchase price allocations for SSB
Group, Avocent and LANDesk are preliminary, and will be adjusted based on
valuations to be completed during 2010 (see Note 7). The
preliminary purchase price allocation to LANDesk was made by reference to
Avocent’s valuation of the business prepared in early 2009 and the
Company’s preliminary
assessment.
|
10
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Items
2 and 3. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW
The first
quarter of fiscal 2010 was challenging as worldwide gross fixed investment
remained weak, particularly for capital goods and nonresidential construction,
as well as housing and consumer spending. These conditions continued
to adversely impact sales for most of the Company’s businesses; however
earnings improved in three of the Company’s business segments as aggressive
rationalization actions and cost containment efforts yielded
results. The Company anticipates continued weakness stemming from
these conditions for at least the next fiscal quarter and expects the economic
recovery to be gradual. First quarter sales declined in most
geographic regions, except in Asia where China had strong sales
growth. Favorable foreign currency translation helped mitigate
declines due to the weakening of the U.S. dollar. Sales increased for
Climate Technologies due to strong sales growth in Asia, while sales for the
other segments declined, as spending and investment by both businesses and
consumers remained weak. As noted, successful restructuring efforts
in fiscal 2009 helped increase earnings in the Network Power, Climate
Technologies and Appliance and Tools segments during the first
quarter. Despite the economic downturn, Emerson's financial position
remains strong and the Company continues to generate substantial operating cash
flow.
THREE
MONTHS ENDED DECEMBER 31, 2009, COMPARED WITH THREE MONTHS ENDED DECEMBER 31,
2008
RESULTS
OF OPERATIONS
Three months ended December 31,
|
2008
|
2009
|
Change
|
|||||||||
(dollars
in millions, except per share amounts)
|
||||||||||||
Net
sales
|
$
|
5,415
|
5,011
|
(7
|
)%
|
|||||||
Gross
profit
|
$
|
1,996
|
1,903
|
(5
|
)%
|
|||||||
Percent
of sales
|
36.9
|
%
|
38.0
|
%
|
||||||||
SG&A
|
$
|
1,193
|
1,161
|
|||||||||
Percent
of sales
|
22.1
|
%
|
23.2
|
%
|
||||||||
Other
deductions, net
|
$
|
79
|
93
|
|||||||||
Interest
expense, net
|
$
|
43
|
65
|
|||||||||
Earnings
from continuing operations before income
taxes
|
$
|
681
|
584
|
(14
|
)%
|
|||||||
Percent
of sales
|
12.6
|
%
|
11.7
|
%
|
||||||||
Earnings
from continuing operations attributable
|
||||||||||||
to
common stockholders
|
$
|
458
|
422
|
(8
|
)%
|
|||||||
Net
earnings attributable to common stockholders
|
$
|
458
|
425
|
(7
|
)%
|
|||||||
Percent
of sales
|
8.5
|
%
|
8.5
|
%
|
||||||||
Diluted
EPS – Earnings from continuing operations
|
$
|
0.60
|
0.56
|
(7
|
)%
|
|||||||
Diluted
EPS – Net earnings
|
$
|
0.60
|
0.56
|
(7
|
)%
|
Net sales
for the quarter ended December 31, 2009 were $5,011 million, a decrease of $404
million, or 7 percent, compared with net sales of $5,415 million for the quarter
ended December 31, 2008. The consolidated results reflect a 13
percent ($763 million) decrease in underlying sales (which exclude acquisitions
and foreign currency translation), a 3 percent ($186 million) favorable impact
from foreign currency translation and a 3 percent ($173 million) positive impact
from acquisitions. The entire decline in underlying sales reflects
volume loss as underlying sales decreased 12 percent in the United States and 15
percent internationally. The international sales decrease included
declines in most geographic regions, including Europe (27 percent), Canada (31
percent), Middle East/Africa (20 percent) and Latin America (13 percent),
partially offset by growth in Asia (4 percent). All segments
continued to be impacted by the broad slowdown in the consumer and capital goods
businesses, however, the Climate Technologies segment had strong sales growth in
the quarter aided by stimulus programs in China and a change in refrigerant
requirements in the U.S.
11
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Costs of
sales for the first quarters of fiscal 2010 and 2009 were $3,108 million and
$3,419 million, respectively. Cost of sales as a percent of net sales
was 62.0 percent in the first quarter of 2010, compared with 63.1 percent in
2009. Gross profit of $1,903 million and $1,996 million,
respectively, resulted in gross profit margins of 38.0 percent and 36.9
percent. The decrease in the gross profit amount in 2010 primarily
reflects lower volume, partially offset by materials cost containment,
acquisitions, savings from cost reduction actions in prior periods and favorable
foreign currency translation. The increase in gross profit margin
primarily reflects materials cost containment and savings from cost reduction
actions, partially offset by deleverage on the lower volume and unfavorable
product mix.
Selling,
general and administrative (SG&A) expenses for the first quarter of 2010
were $1,161 million, or 23.2 percent of net sales, compared with $1,193 million,
or 22.1 percent, for 2009. The decrease of $32 million was largely
due to lower sales volume and cost reduction actions. The increase in
SG&A as a percent of sales was primarily the result of deleverage on lower
sales volume and higher incentive stock compensation expense related to the
overlap of two incentive stock compensation plans and an increase in the
Company’s stock price, partially offset by cost reduction savings.
Other
deductions, net were $93 million for the first quarter of 2010, a $14 million
increase from the same period in the prior year, primarily due to a $12 million
increase in amortization expense. See Notes 5 and 6 for further
details regarding other deductions, net and rationalization costs.
Pretax
earnings from continuing operations of $584 million for the first quarter of
2010 decreased $97 million, or 14 percent, compared with $681 million for the
prior year. This decrease was primarily due to lower sales, higher
SG&A relative to sales and an increase in other deductions,
net. Earnings results predominantly reflect decreases of $83 million
in Process Management and $79 million in Industrial Automation, partially offset
by increases of $59 million in Climate Technologies, $54 million in Network
Power and $32 million in Appliance and Tools.
Income
taxes were $150 million and $210 million for the three months ended December 31,
2009 and 2008, respectively, resulting in effective tax rates of 26 percent and
31 percent. The lower effective tax rate reflects a $30 million
capital loss tax benefit resulting from restructuring at a foreign
subsidiary. The effective tax rate for the entire fiscal year is
currently estimated to be 30 percent.
Earnings
from continuing operations attributable to common stockholders and earnings per
share from continuing operations were $422 million and $0.56 for the first
quarter of 2010, decreases of 8 percent and 7 percent, respectively, compared
with $458 million and $0.60 for the first quarter of 2009.
Net
earnings attributable to common stockholders were $425 million and net earnings
per share were $0.56 for the three months ended December 31, 2009, both
decreases of 7 percent compared with $458 million and $0.60 for the three months
ended December 31, 2008. Net earnings for the first quarter of fiscal
2010 included earnings from discontinued operations of $3 million related to
LANDesk (see Note 10).
BUSINESS
SEGMENTS
Following
is a summary of operating results for the Company’s business segments for the
first quarter ended December 31, 2009, compared with the first quarter ended
December 31, 2008. The Company defines segment earnings as earnings
before interest and taxes.
Process
Management
Three months ended December 31,
|
2008
|
2009
|
Change
|
|||||||||
(dollars
in millions)
|
||||||||||||
Sales
|
$
|
1,526
|
1,382
|
(9
|
)%
|
|||||||
Earnings
|
$
|
299
|
216
|
(28
|
)%
|
|||||||
Margin
|
19.6
|
%
|
15.6
|
%
|
12
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Process
Management reported first quarter sales of $1,382 million, a decrease of 9
percent from the prior year. Primarily as a result of weakness in the
chemical, refining and marine markets, nearly all of the businesses reported
lower sales and earnings. Significant declines in the measurement and
flow and valves businesses were slightly offset by growth in the power and water
business. Underlying sales decreased 17 percent, reflecting a decline
in volume, with a 5 percent ($73 million) positive contribution primarily from
the Roxar acquisition and a 3 percent ($56 million) favorable impact from
foreign currency translation. Underlying sales declined in all
regions, including the United States (17 percent), Europe (19 percent), Canada
(42 percent), Asia (11 percent), Latin America (22 percent) and Middle
East/Africa (7 percent). Earnings decreased 28 percent for the period
to $216 million primarily due to lower sales volume, while the margin decrease
primarily reflects deleverage on the lower sales volume and unfavorable product
mix, which was substantially offset by savings from significant cost reduction
actions, particularly in the systems and solutions business and the measurement
business.
Industrial
Automation
Three months ended December 31,
|
2008
|
2009
|
Change
|
|||||||||
(dollars
in millions)
|
||||||||||||
Sales
|
$
|
1,103
|
876
|
(21
|
)%
|
|||||||
Earnings
|
$
|
164
|
85
|
(48
|
)%
|
|||||||
Margin
|
14.9
|
%
|
9.8
|
%
|
Sales
decreased 21 percent to $876 million in the Industrial Automation segment for
the first quarter, reflecting significant declines across the power generating
alternators, power transmission, electrical distribution and fluid automation
businesses due to the severe slowdown in the capital goods markets, while sales
in the electronic drives business had a modest increase. Underlying
sales decreased 28 percent on lower volume, foreign currency translation had a 4
percent ($58 million) favorable impact and the System Plast, Trident Power and
SSB acquisitions added 3 percent ($36 million). Underlying sales
showed all regions down, including approximate 30 percent declines in both the
United States and Europe. Earnings were $85 million, compared with
$164 million in the prior year and margin decreased 5.1 percentage points,
primarily reflecting deleverage on the lower sales volume, higher restructuring
costs of $15 million and a foreign currency transaction loss of $8 million,
partially offset by savings from cost reduction efforts and materials cost
containment.
Network
Power
Three months ended December 31,
|
2008
|
2009
|
Change
|
|||||||||
(dollars in millions)
|
||||||||||||
Sales
|
$
|
1,461
|
1,381
|
(5
|
)%
|
|||||||
Earnings
|
$
|
152
|
206
|
35
|
%
|
|||||||
Margin
|
10.4
|
%
|
14.9
|
%
|
Sales in
the Network Power segment decreased 5 percent to $1,381 million for the first
quarter 2010 compared with the prior year, reflecting declines in the
uninterruptible power supply, precision cooling and energy systems businesses
due to the slowdown in customers’ capital spending, partially offset by strong
sales growth in the network power business in Asia and a slight increase in the
embedded power business. The sales decrease reflects an underlying
sales decline of 10 percent (volume 9 percent; price 1 percent), a 3 percent
($42 million) favorable impact from foreign currency translation and a 2 percent
($33 million) positive contribution from the Avocent
acquisition. Geographically, underlying sales reflect decreases of 33
percent in Europe, 10 percent in the United States and 12 percent in Latin
America, while sales in Asia increased 7 percent. Earnings of $206
million increased 35 percent compared to the prior year along with a margin
increase of 4.5 percentage points primarily due to earnings growth in the Asia
network power and the embedded power businesses, savings from cost reduction
actions, particularly in the embedded computing and energy systems businesses,
materials cost containment and lower restructuring expense of $13 million, which
were partially offset by lower sales volume.
13
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
Climate
Technologies
Three months ended December 31,
|
2008
|
2009
|
Change
|
|||||||||
(dollars in millions)
|
||||||||||||
Sales
|
$
|
692
|
784
|
13
|
%
|
|||||||
Earnings
|
$
|
54
|
113
|
108
|
%
|
|||||||
Margin
|
7.9
|
%
|
14.5
|
%
|
Climate
Technologies sales increased 13 percent in the first quarter to $784 million,
reflecting increases across all of the businesses, including the compressor,
heater controls and temperature sensors businesses, with strong growth in China,
aided by stimulus programs, and customer inventory build in advance of the
mandated change in U.S. refrigerant standards on January 1,
2010. Sales growth reflects a 7 percent underlying increase from
higher volume, which includes slight new product penetration gains, a 3 percent
($23 million) favorable impact from acquisitions and a 3 percent ($21 million)
favorable impact from foreign currency translation. Sales increases
of 7 percent in the United States and 8 percent internationally, including 52
percent growth in Asia, were partially offset by a decline in Europe of 33
percent. Earnings increased 108 percent to $113 million and margin
increased 6.6 percentage points primarily due to materials cost containment,
savings from cost reduction actions, higher sales volume, lower restructuring
expense of $11 million and the absence of an $8 million foreign currency
transaction loss compared to the prior year, partially offset by unfavorable
product mix.
Appliance
and Tools
Three months ended December 31,
|
2008
|
2009
|
Change
|
|||||||||
(dollars in millions)
|
||||||||||||
Sales
|
$
|
771
|
731
|
(5
|
)%
|
|||||||
Earnings
|
$
|
79
|
111
|
41
|
%
|
|||||||
Margin
|
10.2
|
%
|
15.2
|
%
|
Appliance
and Tools segment sales decreased 5 percent to $731 million in the first quarter
of 2010, reflecting a 7 percent decline in underlying sales, a 1 percent ($9
million) favorable impact from foreign currency translation and a 1 percent ($8
million) contribution from acquisitions. Declines in the storage and
appliance businesses were due to the continued downturn in the U.S. residential
and nonresidential markets, while declines in the motors and appliance solutions
businesses reflect major customers maintaining low inventory and production
levels due to the difficult economic conditions. These declines were
partially mitigated by strong growth in the disposer business. The
underlying sales decrease of 7 percent reflects an estimated 5 percent decline
in volume and an approximate 2 percent negative impact from lower sales
prices. Underlying sales in the United States decreased 6 percent
during the quarter, while underlying international sales declined approximately
13 percent. Earnings were $111 million, an increase of 41 percent
compared with the prior year. Earnings and margins reflect earnings
growth in the disposer and residential storage businesses, savings from
materials cost containment and cost reduction actions, partially offset by lower
selling prices and deleverage from lower volume.
14
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
FINANCIAL
CONDITION
Key
elements of the Company's financial condition for the three months ended
December 31, 2009 as compared to the year ended September 30, 2009 and the three
months ended December 31, 2008 follow:
September 30,
2009
|
December 31,
2009
|
||||||
Working capital (in millions)
|
$
|
2,697
|
2,258
|
||||
Current
ratio
|
1.5
to 1
|
1.4
to 1
|
|||||
Total
debt-to-total capital
|
34.8
|
% |
39.7
|
% | |||
Net
debt-to-net capital
|
25.7
|
% |
31.0
|
% | |||
Interest
coverage ratio
|
10.9
|
X |
9.6
|
X |
The
ratios of debt-to-capital changed due to an increase in borrowings primarily to
finance acquisitions. The Company's interest coverage ratio (earnings
from continuing operations before income taxes and interest expense, divided by
interest expense) was 9.6 times for the first three months of 2010, compared
with 13.4 times for the prior year, primarily due to higher average borrowings
and lower earnings in 2010. The Company’s long-term debt is rated A2
by Moody’s Investors Service and A by Standard and Poor’s.
During
the first quarter of 2010, the Company issued $300 million of 4.25% notes due
November 2020 and $300 million of 5.25% notes due November 2039 under an
automatic shelf registration statement on file with the Securities and Exchange
Commission. The net proceeds from the sale of the notes were used for
general corporate purposes, acquisitions and to repay commercial paper
borrowings.
Cash and
equivalents increased by $280 million during the first quarter of
2010. Cash provided by operating activities of $687 million was up
$368 million compared with $319 million in the prior year period primarily as a
result of improvements in operating working capital partially offset by
decreased earnings. In addition, at December 31, 2009 the Company
held a $21 million margin deposit from a counterparty for commodity futures
contracts, while in the prior year period the Company had posted an $81 million
margin deposit. The significant operating working capital reduction
achieved in fiscal 2009, and extended into the first quarter of this year, is
not expected to be sustained throughout fiscal 2010 because the Company
anticipates additional working capital demands in the latter half of this year
as economic conditions begin to improve. Given this, the Company
expects operating cash flow to decline slightly in 2010 in comparison to
2009. Operating cash flow more than funded dividends of $251 million
and capital expenditures of $89 million, while the increase in short-term
borrowings of $662 million and proceeds from long-term debt of $596 million
provided additional cash for acquisitions of $1,301 million. For the
three months ended December 31, 2009, free cash flow of $598 million (operating
cash flow of $687 million less capital expenditures of $89 million) was up 219
percent from free cash flow of $187 million (operating cash flow of $319 million
less capital expenditures of $132 million) in the prior year.
Emerson
maintains a conservative financial structure to provide the strength and
flexibility necessary to achieve its strategic objectives. Although
credit markets in the U.S., including the commercial paper market, have
stabilized, there remains a risk of volatility and illiquidity that could affect
the Company’s ability to access those markets. However, despite the adverse
market conditions, the Company has been able to readily meet all its funding
needs and currently believes that sufficient funds will be available to meet the
Company’s needs in the foreseeable future. Emerson is in a strong
financial position, with total assets of $21 billion and stockholders' equity of
$9 billion, and has the resources available for reinvestment in existing
businesses, strategic acquisitions and managing its capital structure on a
short- and long-term basis.
15
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
OUTLOOK
Based on
current economic conditions and the Company’s performance in the first quarter
of 2010, reported sales are forecast to be in the range of $20.9 billion to
$21.5 billion, or flat to positive 3 percent compared with 2009 sales of $20.9
billion. Underlying sales are expected to decrease in the range of
negative 3 percent to negative 6 percent, which excludes estimated favorable
increases of 2 percent from foreign currency translation at current exchange
rates and 4 percent from completed acquisitions. Based on this level
of sales, the Company forecasts 2010 diluted earnings per share in the range of
$2.20 to $2.40. Rationalization of operations expense is estimated to
be approximately $150 million to $175 million for fiscal
2010. Operating cash flow is estimated at approximately $2.7 billion
to $3 billion and capital expenditures are estimated to be $500 million to $550
million for 2010.
Statements
in this report that are not strictly historical may be "forward-looking"
statements, which involve risks and uncertainties, and Emerson undertakes no
obligation to update any such statements to reflect later developments. These
risks and uncertainties include economic and currency conditions, market demand,
pricing, and competitive and technological factors, among others which are set
forth in the “Risk Factors” of Part I, Item 1, and the "Safe Harbor Statement"
of Exhibit 13, to the Company's Annual Report on Form 10-K for the year ended
September 30, 2009, which are hereby incorporated by reference.
Item
4. Controls and Procedures
Emerson
maintains a system of disclosure controls and procedures which are designed to
ensure that information required to be disclosed by the Company in the reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and is accumulated and communicated to management,
including the Company’s certifying officers, as appropriate to allow timely
decisions regarding required disclosure. Based on an evaluation
performed, the Company's certifying officers have concluded that the disclosure
controls and procedures were effective as of December 31, 2009, to provide
reasonable assurance of the achievement of these objectives.
Notwithstanding
the foregoing, there can be no assurance that the Company's disclosure controls
and procedures will detect or uncover all failures of persons within the Company
and its consolidated subsidiaries to report material information otherwise
required to be set forth in the Company's reports.
There was
no change in the Company's internal control over financial reporting during the
quarter ended December
31, 2009, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial
reporting.
16
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
PART
II. OTHER INFORMATION
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
(c)
Issuer Purchases of Equity Securities.
The
Company’s Board of Directors authorized the repurchase of up to 80 million
shares under the May 2008 program. No shares were purchased during the
quarter ended December 31, 2009. The maximum number of shares that
may yet be purchased under this program was 51.4 million as of December 31,
2009.
Item
6. Exhibits.
(a) Exhibits
(Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation
S-K).
3.1
|
Bylaws
of Emerson Electric Co., as amended through November 3, 2009, incorporated
by reference to Emerson Electric Co. Form 8-K dated November 3, 2009 and
filed November 6, 2009, Exhibit 3.1.
|
|
4
|
Emerson
agrees to furnish to the Securities and Exchange Commission, upon request,
copies of any long-term debt instruments that authorize an amount of
securities constituting 10 percent or less of the total assets of Emerson
and its subsidiaries on a consolidated basis.
|
|
10.1
|
Amended
and Restated Restricted Stock Plan for Non-Management Directors, filed
herewith, Form of Restricted Stock Award Letter under the Emerson Electric
Co. Restricted Stock Plan for Non-Management Directors, incorporated by
reference to Emerson Electric Co. Form 8-K dated February 1, 2005, Exhibit
10.2, and Form of Restricted Stock Unit Award Letter under the Emerson
Electric Co. Restricted Stock Plan for Non-Management Directors, filed
herewith.
|
|
10.2
|
Forms
of Performance Share Award Certificate, Acceptance of Award and 2010
Performance Shares Program Award Summary.
|
|
12
|
Ratio
of Earnings to Fixed Charges.
|
|
31
|
Certifications
pursuant to Exchange Act Rule 13a-14(a).
|
|
32
|
Certifications
pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
1350.
|
|
101
|
Attached
as Exhibit 101 to this report are the following documents formatted in
XBRL (Extensible Business Reporting Language): (i) Consolidated Statements
of Earnings for the three months ended December 31, 2008 and 2009, (ii)
Consolidated Balance Sheets at September 30, 2009 and December 31, 2009,
(iii) Consolidated Statements of Cash Flows for the three months ended
December 31, 2008 and 2009, and (iv) Notes to Consolidated Financial
Statements for the three months ended December 31, 2009. In
accordance with Rule 406T of Regulation S-T, the XBRL related information
in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed
to be “filed” for purposes of Section 18 of the Exchange Act, and shall
not be deemed “filed” or part of any registration statement or prospectus
for purposes of Section 11 or 12 under the Securities Act or the Exchange
Act, or otherwise subject to liability under those sections, except as
shall be expressly set forth by specific reference in such
filing.
|
17
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
EMERSON
ELECTRIC CO.
|
|||
Date:
February 3, 2010
|
By
|
/s/ Frank J. Dellaquila
|
|
Frank
J. Dellaquila
|
|||
Senior
Vice President and Chief Financial Officer
|
|||
(on
behalf of the registrant and as Chief Financial
Officer)
|
18
EMERSON
ELECTRIC CO. AND SUBSIDIARIES
|
FORM
10-Q
|
INDEX TO
EXHIBITS
Exhibit No.
|
Exhibit
|
|
10.1
|
Amended
and Restated Restricted Stock Plan for Non-Management Directors, filed
herewith, Form of Restricted Stock Award Letter under the Emerson Electric
Co. Restricted Stock Plan for Non-Management Directors, incorporated by
reference to Emerson Electric Co. Form 8-K dated February 1, 2005, Exhibit
10.2, and Form of Restricted Stock Unit Award Letter under the Emerson
Electric Co. Restricted Stock Plan for Non-Management Directors, filed
herewith.
|
|
10.2
|
Forms
of Performance Share Award Certificate, Acceptance of Award and 2010
Performance Shares Program Award Summary.
|
|
12
|
Ratio
of Earnings to Fixed Charges.
|
|
31
|
Certifications
pursuant to Exchange Act Rule 13a-14(a).
|
|
32
|
Certifications
pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section
1350.
|
|
101
|
Attached
as Exhibit 101 to this report are the following documents formatted in
XBRL (Extensible Business Reporting Language): (i) Consolidated Statements
of Earnings for the three months ended December 31, 2008 and 2009, (ii)
Consolidated Balance Sheets at September 30, 2009 and December 31, 2009,
(iii) Consolidated Statements of Cash Flows for the three months ended
December 31, 2008 and 2009, and (iv) Notes to Consolidated Financial
Statements for the three months ended December 31, 2009. In
accordance with Rule 406T of Regulation S-T, the XBRL related information
in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed
to be “filed” for purposes of Section 18 of the Exchange Act, and shall
not be deemed “filed” or part of any registration statement or prospectus
for purposes of Section 11 or 12 under the Securities Act or the Exchange
Act, or otherwise subject to liability under those sections, except as
shall be expressly set forth by specific reference in such
filing.
|
19